-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S6UJgNpoNO8tkIEfaXDcQoW9PwcmX3FDQel0fvXOY6JPQQLF3HAZIKk2dTiwssyg 5KFFqPrNFXb0hfr28Lt3VQ== 0000950144-99-008918.txt : 19990719 0000950144-99-008918.hdr.sgml : 19990719 ACCESSION NUMBER: 0000950144-99-008918 CONFORMED SUBMISSION TYPE: T-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNTRUST BANKS INC CENTRAL INDEX KEY: 0000750556 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 581575035 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: SEC FILE NUMBER: 022-22431 FILM NUMBER: 99665648 BUSINESS ADDRESS: STREET 1: 303 PEACHTREE ST N E CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045887711 MAIL ADDRESS: STREET 1: 303 PEACHTREE ST N E CITY: ATLANTA STATE: GA ZIP: 30308 T-3 1 SUNTRUST BANK, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1999 REGISTRATION NO. 022- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 ------------------------------ SUNTRUST BANKS, INC. (Name of Applicant) 303 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30308 (404) 588-7711 (Address of principal executive offices) SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT -------------- ------ Guarantee of 8.16% Capital Securities $200,000,000
Approximate date of proposed public offering: Not applicable. Name and Address of Agent for service: Raymond D. Fortin, Esq. Senior Vice President SunTrust Banks, Inc. 303 Peachtree Street, N.E. Atlanta, Georgia 30308 with copies to: Mary A. Bernard King & Spalding 1185 Avenue of the Americas New York, New York 10036 The Obligor hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of a further amendment which specifically states it shall supersede this amendment, or (ii) such date as the commission, acting pursuant to Section 307(a) of the Act, may determine upon written request of the obligor. 2 GENERAL ITEM 1. GENERAL INFORMATION. Furnish the following information as to the Applicant: (a) Form of organization: A Corporation. (b) State or other sovereign power under the laws of which organized: State of Georgia. ITEM 2. SECURITIES ACT EXEMPTION APPLICABLE. State briefly the facts relied upon by the Applicant as a basis for the claim that registration of the indenture securities under the Securities Act of 1933 is not required. In December 1996, Crestar Capital Trust I (the "Trust"), a Delaware statutory business trust formed pursuant to the Business Trust Act of the State of Delaware, issued preferred securities in a private transaction under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Subsequent to the private transaction, the Trust made a registered exchange offer pursuant to which holders of the preferred securities exchanged such securities for preferred securities of the Trust that had been registered under the Securities Act. In connection with these transactions, Crestar Financial Corporation, the sponsor of the Trust ("Crestar"), guaranteed the payment of all amounts due in respect of the preferred securities to the extent set forth in the related guarantee agreement. On December 31, 1998, the Applicant acquired Crestar in a merger transaction. Crestar is now a wholly owned subsidiary of the Applicant. As a result of its acquisition of Crestar, the Applicant wishes to guarantee the payment of all amounts due in respect of the preferred securities on substantially the same terms and conditions as Crestar's guarantee. The issuance of the guarantee by the Applicant does not constitute a "sale" as defined under the Securities Act and, consequently, registration under the Securities Act is not required. AFFILIATIONS ITEM 3. AFFILIATES. Furnish a list or diagram of all affiliates of the Applicant and indicate the respective percentages of voting securities or other bases of control. Set forth below is a list of all of the Applicant's subsidiaries. The Applicant owns, directly or indirectly, 100% of the voting securities of the following subsidiaries (unless otherwise noted): NAME SUNTRUST BANKS OF FLORIDA, INC. SunTrust Bank, Central Florida, N.A. STB Management (Central Florida), Inc. STB Management Holdings (Central Florida), Inc. STB Real Estate (Central Florida), Inc. STB Real Estate Parent (Central Florida), Inc. STB Real Estate Holdings (Central Florida), Inc. STB Receivables (Central Florida), Inc. - 2 - 3 SunTrust Annuities, Inc. SunTrust Insurance Services (Florida), Inc. SunTrust Bank, East Central Florida Service of Volusia County, Inc. STB Real Estate (East Central Florida), Inc. STB Real Estate Parent (East Central Florida), Inc. STB Real Estate Holdings (East Central Florida), Inc. STB Receivables (East Central Florida), Inc. SunTrust Bank, Gulf Coast STB Management (Gulf Coast), Inc. STB Management Holdings (Gulf Coast), Inc. STB Real Estate (Gulf Coast), Inc. STB Real Estate Parent (Gulf Coast), Inc. STB Real Estate Holdings (Gulf Coast), Inc. STB Receivables (Gulf Coast), Inc. SunTrust Bank, Miami, N.A. Florida Aviation, Inc. Kasalta Miramar, Inc. STB Management (Miami), Inc. STB Management Holdings (Miami), Inc. STB Real Estate (Miami), Inc. STB Real Estate Parent (Miami), Inc. STB Real Estate Holdings (Miami), Inc. STB Receivables (Miami), Inc. SunTrust Bank, Mid-Florida, N.A. STB Real Estate (Mid-Florida), Inc. STB Real Estate Parent (Mid-Florida), Inc. STB Real Estate Holdings (Mid-Florida), Inc. STB Receivables (Mid-Florida), Inc. SunTrust Bank, Nature Coast STB Real Estate (Nature Coast), Inc. STB Real Estate Parent (Nature Coast), Inc. STB Real Estate Holdings (Nature Coast), Inc. STB Receivables (Nature Coast), Inc. SunTrust Bank, North Central Florida STB Real Estate (North Central Florida), Inc. STB Real Estate Parent (North Central Florida), Inc. STB Real Estate Holdings (North Central Florida), Inc. STB Receivables (North Central Florida), Inc. SunTrust Bank, North Florida, N.A. STB Real Estate (North Florida), Inc. STB Real Estate Parent (North Florida), Inc. STB Real Estate Holdings (North Florida), Inc. STB Receivables (North Florida), Inc. SunTrust Bank, South Florida, N.A. STB Management (South Florida), Inc. STB Management Holdings (South Florida), Inc. STB Real Estate (South Florida), Inc. STB Real Estate Parent (South Florida), Inc. STB Real Estate Holdings (South Florida), Inc. STB Receivables (South Florida), Inc.
- 3 - 4 SunTrust Bank, Southwest Florida STB Real Estate (Southwest Florida), Inc. STB Real Estate Parent (Southwest Florida), Inc. STB Real Estate Holdings (Southwest Florida), Inc. STB Receivables (Southwest Florida), Inc. SunTrust Bank, Tallahassee, N.A. STB Real Estate (Tallahassee), Inc. STB Real Estate Parent (Tallahassee), Inc. STB Real Estate Holdings (Tallahassee), Inc. STB Receivables (Tallahassee), Inc. SunTrust Bank, Tampa Bay STB Management (Tampa Bay), Inc. STB Management Holdings (Tampa Bay), Inc. STB Real Estate (Tampa Bay), Inc. STB Real Estate Parent (Tampa Bay), Inc. STB Real Estate Holdings (Tampa Bay), Inc. STB Receivables (Tampa Bay), Inc. SunTrust Bank, West Florida STB Real Estate (West Florida), Inc. STB Real Estate Parent (West Florida), Inc. STB Real Estate Holdings (West Florida), Inc. STB Receivables (West Florida), Inc. SunTrust Banks Trust Company (Cayman) LTD Premium Assignment Corporation SUNTRUST BANKS OF GEORGIA, INC. SunTrust Bank, Atlanta STB Management (Atlanta), Inc. STB Management Holdings (Atlanta), Inc. STB Real Estate (Atlanta), Inc. STB Real Estate Parent (Atlanta), Inc. STB Real Estate Holdings (Atlanta), Inc. STI Credit Corporation SunTrust International Banking Company SunTrust Asia, Limited TCB Holdings,Inc. Atlanta Community Investment Corporation SunTrust Bank, Augusta, N.A. STB Real Estate (Augusta), Inc. STB Real Estate Parent (Augusta), Inc. STB Real Estate Holdings (Augusta), Inc. SunTrust Bank, Middle Georgia, N.A. STB Real Estate (Middle Georgia), Inc. STB Real Estate Parent (Middle Georgia), Inc. STB Real Estate Holdings (Middle Georgia), Inc. SunTrust Bank, Northeast Georgia, N.A. STB Real Estate (Northeast Georgia), Inc. STB Real Estate Parent (Northeast Georgia), Inc. STB Real Estate Holdings (Northeast Georgia), Inc. SunTrust Insurance Services (Georgia), Inc. SunTrust Bank, Northwest Georgia, N.A.
- 4 - 5 STB Real Estate (Northwest Georgia), Inc. STB Real Estate Parent (Northwest Georgia), Inc. STB Real Estate Holdings (Northwest Georgia), Inc. SunTrust Bank, Savannah, N.A. STB Real Estate (Savannah), Inc. STB Real Estate Parent (Savannah), Inc. STB Real Estate Holdings (Savannah), Inc. SunTrust Bank, South Georgia, N.A. STB Real Estate (South Georgia), Inc. STB Real Estate Parent (South Georgia), Inc. STB Real Estate Holdings (South Georgia), Inc. SunTrust Bank, Southeast Georgia, N.A. STB Real Estate (Southeast Georgia), Inc. STB Real Estate Parent (Southeast Georgia), Inc. STB Real Estate Holdings (Southeast Georgia), Inc. SunTrust Bank, West Georgia, N.A. STB Real Estate (West Georgia), Inc. STB Real Estate Parent (West Georgia), Inc. STB Real Estate Holdings (West Georgia), Inc. SunTrust Personal Loans, Inc. Preferred Surety Holdings, Inc. Preferred Surety Corporation Madison Insurance Company SUNTRUST BANK OF TENNESSEE, INC. SunTrust Bank, Nashville, N.A. Cherokee Insurance Company STB Management (Nashville), Inc. SunTrust Leasing of Tennessee, Inc. SunTrust Bank, Alabama, N.A. SunTrust Annuities (Alabama), Inc. SunTrust Bank, Chattanooga, N.A. STB Management (Chattanooga), Inc. SunTrust of Chattanooga Mortgage Corporation SunTrust Insurance Services (Tennessee), Inc. SunTrust Bank, East Tennessee, N.A. Acquisition and Equity Corporation SunTrust Bank, South Central Tennessee, N.A. Trust Company of Tennessee (Inactive) CRESTAR FINANCIAL CORPORATION CF Finance, L.L.C. Crestar Community Development Corporation Crestar Capital Trust I Crestar Securities Corporation Crestar Insurance Agency, Inc. Crestar Bank DC Properties, Inc. MD Properties, Inc. DC Properties II, Inc. (Inactive) VA Properties, Inc.
- 5 - 6 Fifth GWR REFG, Inc. SunTrust Benefits Management, Inc. Villages of KC Properties, Inc. CBRE II, Inc. Citizens Community Development Company Crestview, L.L.C. FSB Development, Inc. Loyola Financial and Development Corporation Hunt Country, Inc. CB Finance, Inc. CM Finance, L.L.C. CBP Finance, L.L.C. CRL, Inc. Jefferson Funding Corporation Crestar Leasing Corporation Southern Service Corporation Crestar Mortgage Corporation Crestar Title Agency, L.L.C. (80%) Crestar Title Agency of Maryland, L.L.C. (80%) CMC Oreo, Inc. Crestar Asset Management Company Crestar Procurement Services, L.L.C. Executive Auto Leasing, Inc. Education Financial Services Corporation OTHER: STI Capital Management, N.A. SunTrust BankCard, N.A. SunTrust Service Corporation STSC Leasing Corporation STI Trust & Investment Operations, Inc. SunTrust Capital I SunTrust Capital II SunTrust Capital III SunTrust Community Development Corporation SunTrust Equitable Securities Corporation Equitable Trust Company Equitable Asset Management, Inc. SunTrust Insurance Company SunTrust International Services, Inc. SunTrust Mortgage, Inc. SunTrust Online, Inc. SunTrust Plaza Associates, LLC (99.99%) SunTrust Properties, Inc. SunTrust Securities, Inc. Trusco Capital Management, Inc.
See Item 4 for "Directors and Executive Officers" of the Applicant, some of whom may be deemed to be "affiliates" of the Applicant by virtue of their positions. - 6 - 7 MANAGEMENT AND CONTROL ITEM 4. DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete mailing addresses of all directors and executive officers of the Applicant and all persons chosen to become directors or executive officers. Indicate all offices with the Applicant held or to be held by each person named. The following table sets forth the names, positions and mailing addresses of all the directors and executive officers of the Applicant as of the date of this application.
NAME POSITION MAILING ADDRESS - ----------------------- --------------------------------- --------------- L. Phillip Humann Chairman, Director, President * and Chief Executive Officer Richard G. Tilghman Director and Vice Chairman * J. Hyatt Brown Director * Alston D. Correll Director * A.W. Dahlberg Director * David H. Hughes Director * M. Douglas Ivester Director * Summerfield K. Johnston, Jr. Director * Joseph L. Lanier, Jr. Director * Frank E. McCarthy Director * G. Gilmer Minor, III Director * Larry L. Prince Director * Scott L. Probasco, Jr. Director * R. Randall Rollins Director * Frank S. Royal, M.D. Director * James B. Williams Director * John W. Clay, Jr. Executive Vice President * John W. Spiegel Executive Vice President * and Chief Financial Officer E. Jenner Wood, III Executive Vice President * Harold P. Bitler Senior Vice President of * Risk Management A. Eugene Bowles General Auditor * John R. Braden Senior Vice President of * Finance and Administration Ronald S. Crowding Senior Vice President of * CIB Credit Administration Dennis B. Dills Senior Vice President of Trust * and Investment Operations Donald S. Downing Senior Vice President of * Mortgage Services
- 7 - 8
NAME POSITION MAILING ADDRESS - ----------------------- --------------------------------- --------------- Wadley H. Duckworth Senior Vice President of Bank * Funding Raymond D. Fortin Senior Vice President, * General Counsel and Corporate Secretary Thomas E. Fullilove Senior Vice President of * Finance and Administration Ward H. Gailey, Jr. Senior Vice President of * Treasury Management Services Anthony R. Gray Senior Vice President of * Investment Management William J. Hearn, Jr. Senior Vice President of Trust * Marketing Donald T. Heroman Senior Vice President and * Treasurer Kenneth R. Houghton Senior Vice President of * Investment Securities and Assistant Treasurer Sandra W. Jansky Senior Vice President of Large * Corp. Administration William P. Johnston Senior Vice President of * SunTrust Equitable Services Corporation Michael A. Kinsey Senior Vice President of * Commercial Markets Richard K. McCrea Senior Vice President of Asset * Quality/Credit Policy John J. McGuire Senior Vice President of Online * Services William P. O'Halloran Senior Vice President and * Controller Dennis M. Patterson Senior Vice President of * Marketing Eugene S. Putnam, Jr. Senior Vice President of * Investor Relations and Corp. Communications James W. Rasmussen Senior Vice President of Credit * Card Services Gianfranco Rossi-Espagnet Senior Vice President of * Corporate/International R. Charles Shufeldt Senior Vice President of * Capital Markets
- 8 - 9
NAME POSITION MAILING ADDRESS - ----------------------- --------------------------------- --------------- Mary T. Steele Senior Vice President of Human * Resources Norris L. Tolliver Senior Vice President of * Personal Markets Robert C. Whitehead Senior Vice President and Chief * Information Officer
- ----------- * The mailing address for each officer and director is c/o SunTrust Banks, Inc., 303 Peachtree Street, N.E., Atlanta, Georgia 30308 ITEM 5. PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following information as to each person owning 10 percent or more of the voting securities of the Applicant. As of July 15, 1999, there were no persons or entities known by the Applicant to beneficially own more than 10% of the voting securities of the Applicant. ITEM 6. UNDERWRITERS. Give the name and complete mailing address of (a) each person who within three years prior to the date of filing the application, acted as an underwriter of any securities of the obligor which were outstanding on the date of filing the application, and (b) each proposed principal underwriter of the securities proposed to be offered. As to each person specified in (a), give the title of each class of securities underwritten. (a) The following table sets forth the title of each class of securities sold by the Applicant during the last three years, the underwriters of such securities and their mailing addresses.
TITLE OF SECURITIES UNDERWRITERS MAILING ADDRESS - ----------------------------------- ----------------------------- ------------------------ Floating Rate Notes Donaldson, Lufkin & Jenrette c/o Donaldson Lufkin & due April 22, 2002 Securities Corporation Jenrette Securities Salomon Brothers Inc Corporation ABN AMRO Chicago 277 Park Avenue Corporation New York, New York 10172 Lehman Brothers Floating Rate Preferred Lehman Brothers c/o Lehman Brothers Inc. Securities, Series A issued Salomon Brothers Inc 3 World Financial Center by SunTrust Capital I and Donaldson, Lufkin & Jenrette 9th Floor guaranteed by the Applicant Securities Corporation New York, New York 10285
- 9 - 10
Title of Securities Underwriters Mailing Address - --------------------------------- ------------------------------- -------------------------- 7.90% Capital Trust Pass- Salomon Brothers Inc c/o Salomon Brothers Inc through Securities(sm) 7 World Trade Center (TruPS(sm)) issued by New York, New York 10048 SunTrust Capital II guaranteed by the Applicant 6.25% Senior Notes Salomon Smith Barney c/o Salomon Brothers Inc due June 1, 2008 Citicorp Securities, Inc. 7 World Trade Center ABN AMRO Incorporated New York, New York 10048 SunTrust Equitable Securities EVEREN Securities, Inc. 6.9% Bank Notes Morgan Stanley Dean Witter c/o Morgan Stanley due 2007 Chase Securities Inc. Dean Witter Citicorp Securities, Inc. 1585 Broadway New York, New York 10036 Floating Rate Preferred Lehman Brothers c/o Lehman Brothers Inc. Securities, Series A issued ABN AMRO Incorporated 3 World Financial Center by SunTrust Capital III and Chase Securities Inc. 9th Floor guaranteed by the Applicant Citicorp Securities, Inc. New York, New York 10285 Paribas Salomon Smith Barney 6% Senior Debentures Lehman Brothers c/o Lehman Brothers Inc. due January 15, 2028 Chase Securities Inc 3 World Financial Center SunTrust Equitable Securities 9th Floor New York, New York 10285 Floating Rate Notes Donaldson, Lufkin & Jenrette c/o Donaldson, Lufkin & due 2027 Securities Corporation Jenrette Securities Corporation 277 Park Avenue New York, New York 10172
- 10 - 11
Title of Securities Underwriters Mailing Address - --------------------- --------------------- --------------------------- 7.25% Subordinated Saloman Brothers Inc. c/o Salomon Brothers Inc Notes due 2006 7 World Trade Center New York, New York 10048
(b) There are no underwriters of the securities that are the subject of this application. CAPITAL SECURITIES ITEM 7. CAPITALIZATION. (a) Furnish the following information as to each authorized class of securities of the Applicant. As of July 13, 1999, the Applicant had the following outstanding voting securities:
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING ------------------------------- ----------------------- ----------------------- Common Stock, par value 500,000,000 323,081,182 $1.00 per share Preferred Stock, no par value 50,000,000 0
(b) Give a brief outline of the voting rights of each class of voting securities referred to in paragraph (a) above. Set forth below is a brief outline of the voting rights and certain other material terms of the Applicant's capital stock. COMMON STOCK Holders of the Applicant's common stock are entitled to cast one vote for each share held of record on all matters submitted to a vote of shareholders and are not entitled to cumulate votes for the election of directors. Holders of the Applicant's common stock do not have preemptive rights to subscribe for or to purchase any additional shares. In the event of liquidation, holders of common stock are entitled to share in the distribution of assets remaining after payment of debts and expenses and after required payments to holders of preferred stock, if any. Holders of common stock are entitled to receive dividends when declared by the Applicant's Board of Directors (the "Board of Directors") out of funds legally available therefor, subject to the rights of the holders of preferred stock. - 11 - 12 PREFERRED STOCK The Board of Directors is empowered by the Applicant's Articles of Incorporation to designate and issue from time to time one or more series of preferred stock without shareholder approval. The Board of Directors may fix and determine the preferences, limitations and relative rights of each series of preferred stock so issued. Because the Board of Directors has the power to establish the preferences and rights of each series of preferred stock, it may afford the holders of any series of preferred stock preferences, powers and rights, voting or otherwise, senior to the rights of holders of common stock. The issuance of preferred stock could have the effect of delaying or preventing a change in control of the Applicant. CHARTER AND BYLAW PROVISIONS Shareholders' rights and related matters are governed by the Georgia Business Corporation Code, and the Applicant's Articles of Incorporation and Bylaws. Certain provisions of the Articles of Incorporation and Bylaws, which are summarized below, may discourage or make more difficult any attempt by a person or group to obtain control of the Applicant. Classified Board of Directors. The Board of Directors is divided into three classes of directors serving staggered three-year terms. As a result, it will be more difficult to change the composition of the Board of Directors, which may discourage or make more difficult any attempt by a person or group of persons to obtain control of the Applicant. Shareholder Nominations. The Bylaws require notice to the Chairman of the Board, in advance of any shareholders meeting, of nominations by any shareholders of candidates for election as directors. In addition, shareholders that wish to make director nominations must provide the Applicant with certain specified information. These requirements may have the effect of precluding director nominations if shareholders do not follow the proper procedures and may discourage or deter a third party from conducting a solicitation of proxies to consider matters, including issues relating to the control of the Applicant. Ability to Consider Other Constituencies. The Articles of Incorporation permit the Board of Directors, in determining what it believes to be the Applicant's best interests when facing a proposed acquisition or merger, to consider the social and economic effects on employees, customers, suppliers and other constituents, the communities in which the Applicant's offices or other establishments are located and the desirability of maintaining independence from any other entity, in addition to considering the effects of any such action on the Applicant's or its shareholders. Supermajority Voting Requirement. Under the Articles of Incorporation, certain business combinations, amendments to certain provisions of the Articles of Incorporation and Bylaws or the adoption of contrary provisions and certain other matters may not be adopted or approved by the shareholders without the affirmative vote of at least 75% of the outstanding shares of common stock, subject, in some cases, to certain further limitations. These provisions may render it more difficult to effect a change of control of the Applicant and, as a result, may have the effect of deterring a tender offer or other acquisition proposal involving the Applicant. - 12 - 13 LIMITATION OF DIRECTORS' LIABILITY The Articles of Incorporation eliminate, to the fullest extent permitted by applicable law, the personal liability of the Applicant's directors to it or its shareholders for monetary damages for breaches of such directors' duty of care or other duties as a director. This provision of the Articles of Incorporation will limit the remedies available to a shareholder in the event of breaches of any director's duties to shareholders or the Applicant. Under current Georgia law, the Articles of Incorporation do not provide for the elimination of or any limitation on the personal liability of a director for (1) any appropriation, in violation of the director's duties, of any of the Applicant's business opportunities, (2) acts or omissions which involve intentional misconduct or a knowing violation of law, (3) unlawful corporate distributions or (4) any transactions from which the director received an improper personal benefit. GEORGIA ANTI-TAKEOVER STATUES The Georgia Business Corporation Code restricts certain business combinations with interested shareholders. In accordance with the provisions of this statute, the Applicant has elected to be covered by its restrictions. The Georgia business combinations statute regulates business combinations such as mergers, consolidations, share exchanges and asset purchases where the acquired business has at least 100 shareholders residing in Georgia and has its principal office in Georgia, as the Applicant does, and where the acquiror became an "interested shareholder" of the corporation, unless either (1) the transaction resulting in such acquiror becoming an "interested shareholder" or the business combination received the approval of the corporation's board of directors prior to the date on which the acquiror became an interested shareholder or (2) the acquiror became the owner of at least 90% of the outstanding voting stock of the corporation (excluding shares held by directors, officers and affiliates of the corporation and shares held by certain other persons) in the same transaction in which the acquiror became an interested shareholder. For purposes of this statute, an "interested shareholder" generally is any person who directly or indirectly, alone or in concert with others, beneficially owns or controls 10% or more of the voting power of the outstanding voting shares of the corporation. The law prohibits business combinations with an unapproved interested shareholder for a period of five years after the date on which such person became an interested shareholder. The law restricting business combinations is broad in its scope and is designed to inhibit unfriendly acquisitions. INDENTURE SECURITIES ITEM 8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis of indenture provisions required under section 305(a)(2) of the Act. Defined terms used in this Item 8 that are not otherwise defined in this application shall have the meanings given to such terms in the Capital Securities Guarantee Agreement. (1) The definition of what shall constitute a default under such indenture, and the withholding of notice to the indenture security holders. - 13 - 14 An "Event of Default" under the Capital Securities Guarantee Agreement means a default by the Guarantor on any of its payment or other obligations under the Guarantee Agreement; provided, however, that except with respect to a default in payment of any Guarantee Payments, the Guarantor shall have received notice of default from the Guarantee Trustee or any Holder (with a copy to the Guarantee Trustee) and shall not have cured such default within 60 days after receipt of such notice. Under the Capital Securities Guarantee Agreement, the Guarantee Trustee is required to give notice of an Event of Default within 90 days unless such default has been cured before the giving of such notice, subject to certain conditions. (2) The authentication and delivery of the indenture securities and the application of the proceeds thereof. There are no provisions in the Capital Securities Guarantee Agreement relating to authentication and delivery of indenture securities. Further, the issuance of the guarantee under the Capital Securities Guarantee Agreement does not involve any proceeds and thus the Capital Securities Guarantee Agreement does not contain any provisions regarding the application of proceeds of indenture securities. (3) The release or the release and substitution of any property subject to the lien of the indenture. The Applicant's obligations under the Capital Securities Guarantee Agreement are not secured by any liens or security interests on any assets of the Applicant. Accordingly, the Capital Securities Guarantee Agreement does not contain any provisions with respect to the release or the release and substitution of any property subject to such a lien. (4) The satisfaction and discharge of the indenture. The Capital Securities Guarantee Agreement shall terminate and be of no further force and effect upon (i) full payment of the Redemption Price of all Capital Securities, (ii) the distribution of Debentures to the holders in exchange for all of the Capital Securities or (iii) full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Trust. Notwithstanding the foregoing, the Capital Securities Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any holder must restore payment of any sums paid with respect to Capital Securities or this Capital Securities Guarantee Agreement. (5) The evidence required to be furnished by the obligor upon the indenture securities to the trustee as to compliance with the conditions and covenants provided for in such indenture. Under the Capital Securities Guarantee Agreement, the Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in the Capital Securities Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate. In addition, under the Capital Securities Guarantee Agreement, the Guarantor shall provide to the Guarantee Trustee, the Securities and Exchange Commission and the Holders such documents, reports and information, if any, as requited by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314(a)(4) of - 14 - 15 the Trust Indenture Act, in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act, such compliance certificate to be delivered annually on or before September 15 of each year. ITEM 9. OTHER OBLIGORS. Give the name and complete mailing address of any person, other than the Applicant, who is an obligor upon the indenture securities. There are no obligors under the Capital Securities Guarantee Agreement other than the Applicant. * * * Contents of application for qualification. This application for qualification comprises-- (a) Pages numbered 1 to 16, consecutively. (b) The statement of eligibility and qualification of each trustee under the indenture to be qualified (included herein as Exhibit 99 and incorporated herein by this reference). (c) The following exhibits in addition to those filed as a part of the statement of eligibility and qualification of each trustee. Exhibit T3A Certificate of Incorporation of the Applicant, incorporated by reference to Exhibit 3.1 to the Applicant's Annual Report on Form 10-K for the year ended December 31, 1998 (SEC File No. 1-8918). Exhibit T3B By-Laws of the Applicant, incorporated by reference to Exhibit 3.2 to the Applicant's Annual Report on Form 10-K for the year ended December 31, 1998 (SEC File No. 1-8918). Exhibit T3C Capital Securities Guarantee Agreement dated as of January 1, 1999 by SunTrust Banks, Inc. and The Chase Manhattan Bank, as Guarantee trustee. Exhibit 99 Form T-1, Statement of Eligibility and Qualification on Form T-1 of the The Chase Manhattan Bank, as Guarantee trustee.
- 15 - 16 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant, SunTrust Banks, Inc., a corporation organized and existing under the laws of Georgia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of New York, and State of New York, on the 15th day of July, 1999. (SEAL) SUNTRUST BANKS, INC. By: /s/ Raymond D. Fortin ------------------------------------------ Name: Raymond D. Fortin, Esq. Title: Senior Vice President and General Counsel Attest: /s/ Paula Cochran Bird ----------------------------- Name: Paula Cochran Bird - 16 - EX-99.T3C 2 CAPITAL SECURITIES GUARANTEE AGREEMENT 1 Exhibit T3C [EXECUTION COPY] CAPITAL SECURITIES GUARANTEE AGREEMENT This CAPITAL SECURITIES GUARANTEE AGREEMENT, dated as of January 1, 1999 (the "Guarantee Agreement"), is executed and delivered by SunTrust Banks, Inc., a Georgia corporation (the "Guarantor"), and The Chase Manhattan Bank, a New York banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Crestar Capital Trust I, a Delaware statutory business trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Trust Agreement (the "Trust Agreement"), dated as of December 31, 1996 (the "Trust Agreement") among Crestar Financial Corporation, a Virginia corporation (the "Company"), as Depositor, the Property Trustee, the Delaware Trustee and the Administrators named therein and the Holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer has heretofore issued $200,000,000 in aggregate Liquidation Amount (as that term is defined in the Trust Agreement) of its 8.16% Capital Securities (the "Capital Securities") representing preferred undivided beneficial interests in the assets of the Issuer and having the terms set forth in the Trust Agreement; WHEREAS, the Company has heretofore issued a series of debentures denominated its 8.16% Junior Subordinated Deferrable Interest Debentures due December 15, 2026 (the "Debentures") pursuant to the Indenture dated as of December 31, 1996, as supplemented by the First Supplemental Indenture dated as of December 31, 1996 and the Second Supplemental Indenture dated as of January 1, 1999 (as further amended or supplemented from time to time, the "Indenture"), between the Company and The Chase Manhattan Bank, a New York corporation, as trustee (the "Trustee"); WHEREAS, the Company and the Guarantor have completed a merger transaction pursuant to which the Company has become a wholly owned subsidiary of the Guarantor; and WHEREAS, the Capital Securities were issued by the Issuer and the proceeds thereof, together with the proceeds from the issuance of the Issuer's Common Securities (as defined below), were used to purchase the Debentures, which were deposited with The Chase Manhattan Bank, as Property Trustee under the Trust Agreement, as trust assets; and WHEREAS, by this Guarantee Agreement, the Guarantor desires to agree, to the extent set forth herein, to pay to the Holders of the Capital Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein. 2 NOW, THEREFORE, in consideration of the foregoing, of the benefit to the Guarantor of its ownership of the Company, and of the purchase by each Holder of Capital Securities, which purchase the Guarantor hereby agrees benefits the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time of the Capital Securities. ARTICLE I DEFINITIONS SECTION 1.1. Definitions. As used in this Guarantee Agreement, the terms set forth below shall, unless the context otherwise requires, have the following meanings. Capitalized or otherwise defined terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement as in effect on the date hereof. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, provided, however, that an Affiliate of the Guarantor shall not be deemed to be an Affiliate of the Issuer. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contact or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Board of Directors" means either the board of directors of the Guarantor or any committee of that board duly authorized to act hereunder. "Common Securities" means the 8.16% Common Securities (Liquidation Amount $1,000 per Common Security) of the Issuer. "Event of Default" means a default by the Guarantor on any of its payment or other obligations under this Guarantee Agreement; provided, however, that, except with respect to a default in payment of any Guarantee Payments, the Guarantor shall have received notice of default from the Guarantee Trustee or any Holder (with a copy to the Guarantee Trustee) and shall not have cured such default within 60 days after receipt of such notice. "Guarantee Payments" means the following payments or distributions, without duplication, with respect to the Capital Securities, to the extent not paid or made by or on behalf of the Issuer: (i) any accrued and unpaid Distributions (as defined in the Trust Agreement) required to be paid on the Capital Securities, to the extent the Issuer shall have funds on hand available therefor at such time, (ii) the redemption price, 2 3 including all accrued and unpaid Distributions to the date of redemption (the "Redemption Price"), with respect to any Capital Securities called for redemption by the Issuer to the extent the Issuer shall have funds on hand available therefor at such time, and (iii) upon a voluntary or involuntary termination, dissolution, winding-up or liquidation of the Issuer, unless Debentures are distributed to the Holders, the lesser of (a) the aggregate of the Liquidation Amount of $1,000 per Capital Security plus accrued and unpaid Distributions on the Capital Securities to the date of payment, and (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer (in either case, the "Liquidation Distribution"). "Guarantee Trustee" means The Chase Manhattan Bank, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement and thereafter means each such Successor Guarantee Trustee. "Holder" means any holder, as registered on the books and records of the Issuer, of any Capital Securities; provided, however, that in determining whether the holders of the requisite percentage of Capital Securities have given any request, notice, consent or waiver hereunder, "Holder" shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee. "Indenture" means the Indenture dated as of December 31, 1996, between the Company and The Chase Manhattan Bank, as trustee, as supplemented or amended from time to time. "List of Holders" has the meaning specified in Section 2.2(a). "Majority in Liquidation Amount of the Securities" means, except as provided by the Trust Indenture Act, a vote by the Holder(s), voting separately as a class, of more than 50% of the Liquidation Amount of all then outstanding Capital Securities issued by the Issuer. "Officers' Certificate" means, with respect to the Guarantor, a certificate signed by the Chairman of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the President, any Vice Chairman or any Vice President, and by the Treasurer, Associate Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary of such Person, and delivered to the Guarantee Trustee. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement (other than pursuant to Section 2.4) shall include: (a) a statement that each officer signing the Officers' Certificate has read the covenant or condition and the definitions relating thereto; 3 4 (b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' Certificate; (c) a statement that each officer has made such examination or investigation as, in such officer' s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of each officer, such condition or covenant has been complied with. "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. "Responsible Officer" means with respect to the Guarantee Trustee, any Senior Vice President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Senior Trust Officer, any Trust Officer or Assistant Trust Officer or any other officer of the Corporate Trust Department of the Guarantee Trustee and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer's knowledge of and familiarity with the particular subject. "Successor Guarantee Trustee" means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended. ARTICLE II TRUST INDENTURE ACT Section 2.1. Trust Indenture Act; Application. This Guarantee Agreement is subject to the provisions of the Trust Indenture Act, and the Guarantee Agreement is intended to comply with the requirements of Sections 310 to 317, inclusive, of the Trust Indenture Act. If and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control. 4 5 Section 2.2. List of Holders. (a) The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee (a) semiannually, not more than five days after December 1 and June 1 of each year, beginning with December 1999, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders ("List of Holders") as of a date not more than 15 days prior to the delivery thereof, and (b) at such other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a List of Holders as of a date not more than 15 days prior to the time such list is furnished, in each case to the extent such information is in the possession or control of the Guarantor and is not identical to a previously supplied list of Holders or has not otherwise been received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders. (b) The Guarantee Trustee shall comply with the obligations imposed under Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act. Section 2.3. Reports by the Guarantee Trustee. The Guarantee Trustee shall provide to the Holders, not later than 60 days after September 15 of each year, such reports dated as of such September 15 as are required by Section 313(a) of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act. Section 2.4. Periodic Reports to the Guarantee Trustee. The Guarantor shall provide to the Guarantee Trustee, the Securities and Exchange Commission and the Holders such documents, reports and information, if any, as requited by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314(a)(4) of the Trust Indenture Act, in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act, such compliance certificate to be delivered annually on or before September 15 of each year. Section 2.5. Evidence of Compliance with Conditions Precedent. The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate. Section 2.6. Events of Default; Waiver. The Holder of a Majority in Liquidation Amount of the Capital Securities may, by vote, on behalf of the Holders, waive any past Event of Default and its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent therefrom. 5 6 Section 2.7. Event of Default; Notice. (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders, notices of all Events of Default known to the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice from the Guarantor or a Holder, or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice from the Guarantor or a Holder, of such Event of Default. Section 2.8. Conflicting Interests. The Trust Agreement shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE Section 3.1. Powers and Duties of the Guarantee Trustee. (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except a Holder exercising his or her rights pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders. (c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the 6 7 Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement; and (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act (were it applicable hereto) are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement; (ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available for the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee 7 8 Agreement or adequate indemnity against such risk or liability is not reasonably assured to it. Section 3.2. Certain Rights of Guarantee Trustee. (a) Subject to the provisions of Section 3.1: (i) The Guarantee Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ii) Any direction or act of the Guarantor contemplated by this Guarantee Agreement shall be sufficiently evidenced by an Officers' Certificate unless otherwise prescribed herein. (iii) Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers' Certificate which, upon receipt of such request from the Guarantee Trustee, shall be promptly delivered by the Guarantor. (iv) The Guarantee Trustee may consult with legal counsel of its own selection, and the written advice or opinion of such legal counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Guarantor or any of its Affiliates and may be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction. (v) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such adequate security and indemnity as would satisfy a reasonable person in the position of the Guarantee Trustee, against the costs, expenses (including attorneys' fees and expenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that, nothing contained in this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee Agreement. 8 9 (vi) The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such fact or matters as it may see fit. (vii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder. (viii) Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be protected in acting in accordance with such instructions. (b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty to act in accordance with such power and authority. Section 3.3. Compensation. The Guarantor agrees to pay to the Guarantee Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and to reimburse the Guarantee Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision of this Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith. Section 3.4. Indemnity. The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Guarantee Trustee, arising out of or in connection with the acceptance or administration of this Guarantee Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Guarantee Trustee will not claim or exact any lien 9 10 or charge on any Guarantee Payments as a result of any amount due to it under this Guarantee Agreement. ARTICLE IV GUARANTEE TRUSTEE Section 4.1. Guarantee Trustee: Eligibility. (a) There shall at all times be a Guarantee Trustee, which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority, then, for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act, subject to the penultimate paragraph thereof. Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee. (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Guarantee Trustee shall not be removed until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor. (c) The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, 10 11 which resignation shall not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee. (d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee. ARTICLE V GUARANTEE Section 5.1. Guarantee. The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders. Section 5.2. Waiver of Notice and Demand. The Guarantor hereby waives notice of acceptance of the Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. Section 5.3. Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer, (b) the extension of time for the payment by the Issuer of all or any portion of the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures as so provided in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance 11 12 of any other obligation under, arising out of, or in connection with, the Capital Securities; (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; (e) any invalidity of, or defect or deficiency in, the Capital Securities; (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing. Section 5.4. Rights of Holders. The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement, provided, however, that, subject to Section 3.1, the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Guarantee Trustee in good faith shall, by a Responsible Officer or Officers of the Guarantee Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of the Holders not party to such direction, and provided further that nothing in this Guarantee Agreement shall impair the right of the Guarantee Trustee to take any action deemed proper by the Guarantee Trustee and which is not inconsistent with such direction; and (iv) to the fullest extent permitted by law, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this 12 13 Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person. The Guarantor waives any right to require that any action be brought first against the Issuer or any other Person or entity before proceeding directly against the Guarantor. Section 5.5. Guarantee of Payment. This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer) or upon distribution of Debentures to Holders as provided in the Trust Agreement. Section 5.6. Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders against the Issuer in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement and shall have the right to waive payment by the Issuer pursuant to Section 5.1; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders. Section 5.7. Independent Obligations. The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof. Section 5.8. Merger or Consolidation of Guarantor. The Guarantor covenants that it will not consolidate with or merge into any other Person, or transfer, convey or lease all or substantially all of its assets or properties to any other Person, and no other Person shall consolidate with or merge into the Guarantor, or transfer, convey or lease all or substantially all of its assets to the Guarantor, unless (i) either the Guarantor shall be the continuing corporation, or the successor shall be a Person organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such successor shall expressly assume the Guarantor's obligations under this Guarantee Agreement by written instrument in form satisfactory to the Trustee, executed and delivered to the Trustee by such successor, (ii) immediately after such merger or consolidation, or such transfer, conveyance or lease, no Event of Default hereunder, and no event which, after notice or lapse of time or both would become an Event of Default, shall have happened and be continuing, (iii) such consolidation, merger, transfer, conveyance or lease is permitted under the Trust Agreement and Indenture and does not give rise to any breach or violation of the Trust Agreement or Indenture and (iv) the Guarantee Trustee shall have received an opinion of counsel of the 13 14 Guarantor or such successor person, as the case may be, to the effect that such consolidation, merger, transfer, conveyance or lease and any such assumption complies with the provisions of this Section and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE VI SUBORDINATION Section 6.1. Subordination. The obligations of the Guarantor under this Guarantee Agreement constitute unsecured obligations of the Guarantor and rank subordinate and junior in right of payment to all other liabilities of the Guarantor (including obligations under the Debentures) except (a) those liabilities which expressly by their terms are made pari passu or subordinate to the obligations of the Guarantor under this Guarantee Agreement, and (b) liabilities arising under similar guarantee agreements as described in Section 6.2 hereof. Section 6.2. Pari Passu to Similar Guarantees. The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred securities or capital securities issued by any Crestar Capital Trust (as defined in the Indenture) or any similar trust of the Guarantor. ARTICLE VII TERMINATION Section 7.1. Termination. This Guarantee Agreement shall terminate and be of no further force and effect upon (i) full payment of the Redemption Price of all Capital Securities, (ii) the distribution of Debentures to the Holders in exchange for all of the Capital Securities or (iii) full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid with respect to Capital Securities or this Guarantee Agreement. Sections 3.3 and 3.4 shall survive the termination of this Guarantee Agreement. 14 15 ARTICLE VIII MISCELLANEOUS Section 8.1. Successors and Assigns. All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Capital Securities then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Section 5.8 of this Guarantee Agreement, the Guarantor shall not assign its obligations hereunder. Section 8.2. Amendments. Except with respect to any changes which do not adversely affect the rights of the Holders in any material respect (in which case no consent of the Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than a Majority in Liquidation Amount of all the outstanding Capital Securities. The provisions of the Trust Agreement concerning meetings or consents of the Holders shall apply to the giving of such approval. Section 8.3. Notices. Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows: (a) if given to the Guarantor, to the address set forth below or such other address, facsimile number or to the attention of such other Person as the Guarantor may give notice to the Holders: SunTrust Banks, Inc. 303 Peachtree St. N.E. Atlanta, Georgia 30308-3201 Facsimile No.: 404-724-3749 Attention: Treasurer (b) if given to the Issuer, at the Issuer's (and the Guarantee Trustee's) address set forth below or such other address as the Issuer may give notice to the Holders and the Guarantee Trustee: Crestar Capital Trust I c/o SunTrust Banks, Inc. 303 Peachtree St. N.E. Atlanta, Georgia 30308-3201 Facsimile No.: 404-724-3749 Attention: Treasurer 15 16 with a copy to: The Chase Manhattan Bank 450 West 33rd Street, 15th Floor New York, New York 10001 Facsimile No.: 212-946-8160 Attention: Corporate Trustee Administration (c) if given to the Guarantee Trustee, to the address set forth below or such other address, facsimile number or to the attention of such other Person as the Guarantee Trustee may give notice to the Holders: The Chase Manhattan Bank 450 West 33rd Street New York, New York 10001 Facsimile No.: (212) 946-8160 Attention: Corporate Trustee Administration (d) if given to any Holder, at the address set forth on the books and records of the Issuer. All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver. Section 8.4. Benefit. This Guarantee Agreement is solely for the benefit of the Holders and is not separately transferable from the Capital Securities. In this Guarantee Agreement, unless the context otherwise requires: (a) capitalized terms used in this Guarantee Agreement but not defined in the preamble hereto have the respective meanings assigned to them in Section 1.1; (b) a term defined anywhere in this Guarantee Agreement has the same meaning throughout; (c) all references to "the Guarantee Agreement" or "this Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented or amended from time to time; (d) all references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified; 16 17 (e) a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires; (f) a reference to the singular includes the plural and vice versa; and (g) the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders. Section 8.5. Governing Law. THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. This instrument may be executed in any number of counterparts each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 17 18 THIS GUARANTEE AGREEMENT is executed as of the day and year first above written. SUNTRUST BANKS, INC. By /s/ Raymond D. Fortin ------------------------------------- Name: Raymond D. Fortin Title: Senior Vice President THE CHASE MANHATTAN BANK as Guarantee Trustee By /s/ William Keenan ------------------------------------- Name: William Keenan Title: Trust Officer 18 EX-99 3 FORM T-1, STATEMENT OF ELIGIBILITY 1 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) --------------------------------------------------------- SUNTRUST BANKS, INC. (Exact name of obligor as specified in its charter) GEORGIA 58-1575035 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 303 PEACHTREE STREET N.E. ATLANTA, GA 30308 (Address of principal executive offices) (Zip Code) GUARANTEE OF 8.16% CAPITAL SECURITIES (CRESTAR CAPITAL TRUST I ) (Title of the indenture securities) 2 GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 3 -3- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76439, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 14th day of July, 1999. THE CHASE MANHATTAN BANK By /s/William G. Keenan -------------------------- William G. Keenan Trust Officer 4 Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1999. In accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS -------------- Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin .................................... $ 15,364 Interest-bearing balances ............................ 3,811 Securities: Held to maturity securities ............................... 1,084 Available for sale securities ............................. 49,894 Federal funds sold and securities purchased under agreements to resell ................................. 27,638 Loans and lease financing receivables: Loans and leases, net of unearned income $131,839 Less: Allowance for loan and lease losses 2,642 Less: Allocated transfer risk reserve 0 -------- Loans and leases, net of unearned income, allowance, and reserve ............................... 129,197 Trading Assets ............................................ 45,483 Premises and fixed assets (including capitalized leases) .............................................. 3,124 Other real estate owned ................................... 242 Investments in unconsolidated subsidiaries and associated companies ................................. 171 Customers' liability to this bank on acceptances outstanding .......................................... 974 Intangible assets ......................................... 2,017 Other assets .............................................. 12,477 -------- TOTAL ASSETS .............................................. $291,476 ========
- 4 - 5 LIABILITIES Deposits In domestic offices ........................................ $102,273 Noninterest-bearing .................................$39,135 Interest-bearing .................................... 63,138 In foreign offices, Edge and Agreement, subsidiaries and IBF's ..................................... 74,586 Noninterest-bearing .......................................$4,221 Interest-bearing .....................................70,365 Federal funds purchased and securities sold under agree- ments to repurchase ............................................. 41,039 Demand notes issued to the U.S. Treasury ........................ 1,000 Trading liabilities ............................................. 32,929 Otherborrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less .............. 4,353 With a remaining maturity of more than one year through three years ................................. 14 With a remaining maturity of more than three years ....... 92 Bank's liability on acceptances executed and outstanding ........ 974 Subordinated notes and debentures ............................... 5,427 Other liabilities ............................................... 9,684 TOTAL LIABILITIES ............................................... 272,371 -------- EQUITY CAPITAL Perpetual preferred stock and related surplus ................... 0 Common stock .................................................... 1,211 Surplus (exclude all surplus related to preferred stock) ....... 11,016 Undivided profits and capital reserves .......................... 7,040 Net unrealized holding gains (losses) on available-for-sale securities ................................ (179) Accumulated net gains (losses) on cash flow hedges .............. 0 Cumulative foreign currency translation adjustments ............. 17 TOTAL EQUITY CAPITAL ............................................ 19,105 -------- TOTAL LIABILITIES AND EQUITY CAPITAL ............................ $291,476 ========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) THOMAS G. LABRECQUE ) DIRECTORS WILLIAM B. HARRISON, JR.) -5- -----END PRIVACY-ENHANCED MESSAGE-----